Quarterly report pursuant to Section 13 or 15(d)

SHARE CAPITAL (Tables)

v3.3.1.900
SHARE CAPITAL (Tables)
9 Months Ended
Sep. 30, 2015
Stockholders' Equity Note [Abstract]  
Schedule of Stockholders Equity [Table Text Block]
 
 
 
 
September 30, 2015
 
 
 
December 31, 2014
 
 
 
 
 
Number of
shares
 
$
 
 
 
Number of
shares
 
$
 
Exchangeable Shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
 
 
 
49,737,096
 
 
49,737
 
 
 
 
36,621,885
 
36,622
 
Shares issued for services
 
(v)
 
 
262,904
 
 
263
 
 
 
 
-
 
-
 
Shares issued under private placement
 
 
 
 
-
 
 
-
 
(i)
 
 
10,792,335
 
10,792
 
Shares issued on conversion and settlement of debt
 
 
 
 
-
 
 
-
 
(ii)(iii)
 
 
1,012,142
 
1,012
 
Shares issued on the exercise of options
 
 
 
 
-
 
 
-
 
(iv)
 
 
1,310,734
 
1,311
 
Balance at end of the period
 
 
 
 
50,000,000
 
 
50,000
 
 
 
 
49,737,096
 
49,737
 
Common Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of the period
 
 
 
 
-
 
 
-
 
 
 
 
-
 
-
 
Shares issued as Merger consideration
 
(vii)
 
 
6,000,063
 
 
6,000
 
 
 
 
-
 
-
 
Shares issued under private placement
 
(vi)-(xii)
 
 
16,408,250
 
 
16,408
 
 
 
 
-
 
-
 
Balance at end of the period
 
 
 
 
22,408,313
 
 
22,408
 
 
 
 
-
 
-
 
TOTAL COMMON SHARES
 
 
 
 
72,408,313
 
 
72,408
 
 
 
 
-
 
-
 
 
 
(i)
In April, 2014, the Company completed a private placement issuing 10,792,335 common shares at a price of $0.24 per share for gross proceeds of $2,616,062. A former director of the Company assisted in securing a significant portion of this financing. The Company incurred $11,609 in share issue costs related to the transaction.
 
 
(ii)
In May 2014, the Company issued 436,908 common shares in exchange for the settlement of $115,223 of unsecured debt.
 
 
(iii)
In June, 2014, the Company issued 575,234 common shares on conversion of the convertible secured promissory note (Note 7). The note plus accrued interest totaled $124,523 and was converted at a 20% discount to the April 2014 private placement.
 
 
(iv)
In June 2014, the Company issued 1,310,734 common shares for the exercise of stock options. The Company received cash of $228,875.
 
 
(v)
On February 25, 2015, 262,904 common shares were issued to two former lenders connected with a $241,185 loan received and repaid during fiscal 2013. The common shares were valued at $210,323 based on the value of the concurrent private placement (Note 9(vi)), and recorded in stock-based compensation on the unaudited condensed consolidated interim statement of operations and comprehensive loss. As part of the consideration for the initial loan the CTO and COO had transferred 314,560 common shares to the lenders. For contributing the common shares to the lenders the Company intends to reimburse the CTO and COO 320,000 common shares; however, these shares have not yet been issued.
 
 
(vi)
Concurrently with the closing of the Merger on February 26, 2015, the Company issued 7,735,750 units (the “Units”) for gross proceeds of $6,188,600 (the “First Closing”) (including $500,000 of outstanding bridge loans converted into Units at the offering price) at a purchase price of $0.80 per Unit (the “Purchase Price”) in a private placement offering (the “Offering”). Each Unit consists of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other costs related to the transaction of $848,822 and issued 773,575 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 11). After deducting the value of the warrants and the share issue costs, $4,789,404 was attributed to the value of the shares.
 
 
(vii)
Immediately following the Merger and the First Closing, 6,000,063 common shares were held by existing Drywave stockholders, 7,735,750 were held by the investors in the Offering and Bionik Canada shareholders held an equivalent of 50,000,000 shares of our common shares through their ownership of 100% of the Exchangeable Shares which are held in 1 Special Preferred Share. The Special Preferred Share votes on behalf of the 50,000,000 Exchangeable Shares alongside the common shares of the Company as a single class.
 
 
(viii)
On March 27, 2015, the Company issued 1,212,500 Units for gross proceeds of $970,000 to accredited investors in a second closing (the “Second Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other costs related to the Second Closing of $141,100 and issued 121,250 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 11). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $207,425 was recorded as a loss on initial recognition of the warrants and included in change in fair value of warrant liability on the consolidated statements of operations and comprehensive loss.
 
 
(ix)
On March 31 2015, the Company issued 891,250 Units for gross proceeds of $713,000 to accredited investors in a third closing (the “Third Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other costs related to the Third Closing of $92,690 and issued 89,125 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 11). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $143,389 was recorded loss on initial recognition of the warrants and included in change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss.
 
 
(x)
On April 21, 2015, the Company issued 3,115,000 Units for gross proceeds of $2,492,000 to accredited investors in a fourth closing (the “Fourth Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other related to the Fourth Closing of $338,960 and issued 311,500 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 11). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $435,682 was recorded as a loss on initial recognition of the warrants and included in change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss.
 
 
(xi)
On May 27, 2015, the Company issued 1,418,750 Units for gross proceeds of $1,135,000 to accredited investors in a fifth closing (the “Fifth Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other costs related to the Fifth Closing of $151,975 and issued 141,875 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 11). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $37,739 was recorded as a loss on initial recognition of the warrants and included in change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss.
 
 
(xii)
On June 30, 2015, the Company issued 2,035,000 Units for gross proceeds of $1,628,000 to accredited investors in a sixth and final closing (the “Sixth Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other costs related to the Sixth Closing of $211,656 and issued 203,500 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 11). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $74,625 was recorded as a loss on initial recognition of the warrants and included in change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss.